Barnes & Noble Education Announces Leadership Changes and Reverse Stock Split

Author: Benzinga Newsdesk | June 11, 2024 07:35am

Barnes & Noble Education, Inc. (NYSE:BNED) ("BNED" or the "Company"), a leading solutions provider for the education industry, today announced that it has successfully closed its milestone equity and refinancing transactions (the "Transactions") with Immersion Corporation (NASDAQ:IMMR) ("Immersion") and certain of the Company's existing stockholders and strategic partners. These transactions will significantly strengthen BNED's balance sheet with more than $100 million of new equity and provide a strong foundation for future growth and profitability.

Through the Transactions:

The Company received gross proceeds of $95 million of new equity capital through a $50 million new equity investment (the "Private Investment") and a $45 million fully backstopped equity rights offering (the "Rights Offering"); the Transactions infused approximately $80 million of net cash proceeds after transaction costs;
The Company's existing second lien lenders, affiliates of Fanatics, Lids, and VitalSource Technologies ("VitalSource") (collectively, the "Second Lien Lenders"), converted $34 million of outstanding principal and any accrued and unpaid interest into shares of Common Stock of the Company, par value $0.01 per share ("Common Stock"); and
The Company amended and extended its existing asset based loan facility agented by Bank of America, N.A., pursuant to an agreement with its first lien lenders, providing the Company with access to a $325 million revolving loan facility (the "ABL Facility") maturing in 2028. The amended ABL Facility will meaningfully enhance BNED's financial flexibility and reduce its annual interest expense.

"We are pleased to announce the closing of the milestone equity investment and bank refinancing transactions," said Jonathan Shar, Executive Vice President, BNED Retail and President, Barnes and Noble College. "With a significantly improved balance sheet, we are well-positioned to advance our industry leadership while continuing to strategically invest in innovation and improve the experiences and value we bring to our customers and partner institutions."

"Immersion is excited to lead this investment into Barnes & Noble Education. The Company plays an invaluable role in the higher education sector, and we fully support its mission of driving affordability, access, and achievement for students via our academic partners nationwide," said Eric Singer, President and Chief Executive Officer of Immersion Corporation. "The new board will be focused on accelerating BNED's transformation and strengthening its industry leadership, while driving profitable growth and enhancing shareholder value."

Changes to Board of Directors

Effective at the closing of the Transactions, as approved by BNED stockholders, five new Directors and two existing Directors were appointed to the Company's Board of Directors:

Eric Singer, President, CEO and Chairman of the Board of Immersion Corporation
Emily S. Hoffman, Chief Marketing Officer of SmartPak
Sean Madnani, Chief Executive Officer of Twist Capital
William C. Martin, Chief Strategy Officer of Immersion Corporation
Elias Nader, Chief Financial Officer of QuickLogic Corporation
Kathryn Eberle Walker, Chief Executive Officer, Presence Learning Inc., Member of BNED Board of Directors since 2022
Denise Warren, Founder and Chief Executive Officer of Netlyst, LLC, Member of BNED Board of Directors since 2022

For more information on the newly appointed Board of Directors, including full biographies, please refer to the Company's definitive proxy statement, dated as of May 15, 2024.

Additionally, effective at the closing of the Transactions, Mario Dell'Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company's Board of Directors.

Reverse Stock Split

The Board of Directors will effectuate a reverse stock split of the Company's outstanding shares of Common Stock at a ratio of 1-for-100 (the "Reverse Stock Split"), which was previously approved by stockholders at a special meeting held on June 5, 2024. The Reverse Stock Split will become effective at 5:01 p.m. Eastern Time on Tuesday, June 11, 2024 (the "Effective Time") and the Company's shares of Common Stock will begin trading on the New York Stock Exchange ("NYSE") on a reverse split-adjusted basis when the NYSE opens on Wednesday, June 12, 2024. In connection with the Reverse Stock Split, every 100 shares of the Company's Common Stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company's Common Stock. No change will be made to the trading symbol for the Company's shares of Common Stock, "BNED," in connection with the Reverse Stock Split. The Reverse Stock Split is part of the Company's plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on the NYSE.

The Reverse Stock Split will reduce the number of shares of the Company's outstanding Common Stock from approximately 2,620.5 million shares (as of the date of this press release, when including issuances pursuant to the Transactions) to approximately 26.2 million shares, subject to adjustment for rounding. The Reverse Stock Split will affect all issued and outstanding shares of Common Stock. All outstanding options and restricted stock units, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company's equity compensation plans will also be appropriately adjusted. Following the Reverse Stock Split, the par value of the Common Stock will remain unchanged at $0.01 per share. The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock. No fractional shares will be issued in connection with the reverse split; instead any fractional shares as a result of the Reverse Stock Split will be rounded up to the next whole number of post-split shares of Common Stock.

Additional information regarding the Reverse Stock Split is available in the Company's definitive proxy statement, dated as of May 15, 2024.

Posted In: BNED IMMR